STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2014 |
Stockholders' Equity Note [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
NOTE 9 — STOCKHOLDERS’ EQUITY |
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Preferred Stock |
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The Company is authorized within the limitations and restrictions stated in the Amended and Restated Articles of Incorporation to provide by resolution or resolutions for the issuance of 50,000,000 shares of Preferred Stock, par value $0.0001 per share in such series and with such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions as the Company’s Board of Directors establish. |
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Series A Convertible Preferred Stock |
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As of September 30, 2014, 2,250,000 shares of Series A Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. |
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Series B Convertible Preferred Stock |
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As of September 30, 2014, 8,000,000 shares of Series B Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. |
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Series C Convertible Preferred Stock |
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As of September 30, 2014, 3,284,396 shares of Series C Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. |
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9% Series D Cumulative Preferred Stock |
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As of September 30, 2014, 7,500,000 shares of Series D Preferred Stock, $0.0001 par value were authorized with none issued and outstanding. |
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Series E Preferred Stock |
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On August 5, 2013, the Company designated 15,151 shares of its Series E Preferred Stock. Each share of Series E Preferred Stock is convertible into shares of the Company’s common stock at a conversion rate of 3,000 shares of common stock for each share of Series E which is equivalent to a conversion price of $0.33 per share of common stock, subject to certain adjustments in the event of stock dividends, stock splits and subsequent equity sales. As discussed below, the Series E conversion price was adjusted effective October 20, 2014. |
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The holders of the Series E Preferred Stock are entitled to vote on an as-converted basis on all matters on which the holders of the common stock have a right to vote. The Company may, at any time after February 8, 2014, redeem all the then outstanding Series E Preferred Stock for cash in an amount equal to 110% of the purchase price for the Series E Preferred Stock, provided that the optional redemption provisions are met as defined in the certificate of designation. Upon liquidation, dissolution or winding up of the Company, each holder of Series E Preferred Stock is entitled to receive the greater of: (i) 110% of the purchase price of the Series E Preferred Stock, or (ii) the amount each holder would be entitled to receive if such holder’s shares of Series E Preferred Stock were converted into common stock. Upon a change of control, all outstanding shares of Series E Preferred Stock will automatically convert into shares of common stock and the holders will also be entitled to receive a cash payment equal to 10% of the purchase price paid for the Series E Preferred Stock. The Company believes that the occurrence of the optional redemption is considered a conditional event and as a result the instrument does not meet the definition of mandatorily redeemable financial instrument based from ASC 480-10-25, “Distinguishing Liabilities from Equity”. |
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In August 2013, the Company completed private placements to several accredited investors for the purchase of 10,533 shares of the Company’s Series E Preferred Stock and warrants to acquire 12,639,600 shares of the Company’s common stock for aggregate net proceeds of approximately $10.2 million. Each purchaser of Series E Preferred Stock received a 3-year warrant to acquire a number of shares of the Company’s common stock equal to 40% of the number of shares of common stock issuable upon conversion of the shares of Series E Preferred Stock. The warrants are immediately exercisable at an exercise price of $0.40 per share of the Company’s common stock, subject to adjustments in the event of stock dividends, recapitalizations or certain other transactions and expire three years from the date of issuance. The purchase price of one share of Series E Preferred Stock and the associated warrant was $990. |
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Additionally, Mr. Barry Honig, a director of the Company, exchanged the outstanding principal and accrued interest of $645,480 owed by the Company under a Credit Facility Agreement for 652 shares of Series E Preferred Stock and warrants to acquire 782,400 shares of the Company’s common stock on equivalent terms to those of investors purchasing in the private placement. |
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During February and March 2014 certain holders of the Company’s Series E Preferred Stock converted 1,529 shares into 4,587,000 shares of common stock of the Company in accordance with the Series E Preferred Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Preferred Stock which was equivalent to a conversion price of $0.33 per share of common stock. |
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During April 2014 a certain holder of the Company’s Series E Preferred Stock converted 50 shares into 150,000 shares of common stock of the Company in accordance with the Series E Preferred Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Preferred Stock which was equivalent to a conversion price of $0.33 per share of common stock. |
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During July 2014 certain holders of the Company’s Series E Preferred Stock converted 181 shares into 543,000 shares of common stock of the Company in accordance with the Series E Preferred Stock certificate of designation. The conversion rate applied to these exchanges was 3,000 shares of common stock for each share of Series E Preferred Stock which was equivalent to a conversion price of $0.33 per share of common stock. |
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As of September 30, 2014, there were 15,151 shares of Series E Preferred Stock authorized and 9,425 shares issued and outstanding. |
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As a result of a private placement completed in October 2014, the conversion price for the Series E Preferred Stock has been reduced effective October 20, 2014 from $0.33 to $0.28 per share of Series E Preferred Stock. Following this adjustment, and in accordance with ASC 470-20 “Debt with Conversion and Other Options”, the Company will record an additional deemed dividend in the amount of approximately $1.7 million. As a result of the adjustment, each share of Series E Preferred Stock is convertible into approximately 3,535.714 shares of Common Stock, and the 9,425 Series E Preferred Stock outstanding as of September 30, 2014 are convertible into approximately 33,324,114 shares of Common Stock in the aggregate, compared to 28,275,000 shares of Common Stock prior to the adjustment. (See Note 12). |
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Common Stock |
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Private Placements |
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Subsequent to the third quarter, in October 2014, the Company completed a private placement to accredited investors for the purchase of 35,714,287 shares of its common stock for aggregate net proceeds of approximately $9.9 million (see Note 12). |
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The Company completed two private placements in the third quarter of 2014. In the first private placement, the Company issued 26,578,854 Units on July 2, 2014 and an additional 2,461,760 Units on July 14, 2014, with each Unit comprised of one share of Common Stock (the “Unit Shares”) and a 30 month warrant (the “Warrant”) to purchase 0.4 of a share of Common Stock (the “Warrant Shares”) at an exercise price of $0.45, for a total of 29,040,614 shares of Common Stock and Warrants to acquire an additional 11,616,222 shares of Common Stock, all pursuant to subscription agreements (each, a “Subscription Agreement”) and a unit purchase agreement (the “Unit Purchase Agreement”) entered into with accredited investors. The gross proceeds totaled approximately $9.8 million and net proceeds of approximately $8.9 million after commissions and expenses. The Warrants sold as part of the Units are exercisable immediately at an exercise price of $0.45 per share of Common Stock, subject to adjustment in the event of stock dividends, recapitalizations or certain other transactions. The Warrants will expire on January 2, 2017. Certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $784,000 and expenses of approximately $136,000 and were issued 30 month warrants to purchase an aggregate of 2,125,391 shares of Common Stock at an exercise price of $0.34. |
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In the second private placement, the Company issued 6,813,645 Units on July 30, 2014, with each Unit comprised of one share of Common Stock and a 30 month warrant to purchase 0.4 of a share of Common Stock at an exercise price of $0.45, for a total of 6,813,645 shares of Common Stock and Warrants to acquire an additional 2,725,454 shares of Common Stock, all pursuant to subscription agreements and a unit purchase agreement entered into with accredited investors. The gross proceeds totaled approximately $2.3 million and the net proceeds totaled approximately $2.2 million after commissions and expenses. In connection with this private placement, certain FINRA broker-dealers acted on behalf of the Company and were paid aggregate cash commissions of approximately $100,000 and expenses of approximately $18,000 and were issued 30 month warrants to purchase an aggregate of 342,855 shares of Common Stock at an exercise price of $0.34. |
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Additionally, the Company paid a total of approximately $174,000 of legal fees in connection with the July 2014 private placements thereby resulting in total net proceeds of $10.9 million to the Company. |
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Common stock for services |
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On February 12, 2013, the Company granted an aggregate of 6,700,000 shares of restricted common stock to a director and certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $3,417,000 or $0.51 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. |
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On November 1, 2013, pursuant to an employment agreement, the Company granted 125,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.36 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. |
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On December 16, 2013, the Company granted an aggregate of 2,500,000 shares of restricted common stock to certain employees and consultants of the Company, which were valued at fair market value on the date of grant at approximately $875,000 or $0.35 per share. The shares granted to employees (1,300,000) vest one third on the date of grant and one third at the end of each of the years ending two and three years after the date of issuance. The remaining restricted shares issued to consultants vest one third at the end of each of the first three years from the date of issuance. |
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On January 1, 2014, pursuant to an employment agreement, the Company granted 250,000 shares of restricted common stock to an employee of the Company which were valued at fair market value on the date of grant at approximately $0.35 per share. These restricted shares vest one third at the end of each of the first three years from the date of issuance. |
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On June 11, 2014, the Company and Mr. Steve Alfers, the Company’s CEO, entered into the Second Amendment to the Restricted Stock Agreement (the “Alfers Amendment”) to amend that certain Restricted Stock Agreement, dated as of May 13, 2013, and amended by the First Amendment to the Restricted Stock Agreement dated December 23, 2013 by and between the Company and Mr. Alfers. Pursuant to the Alfers Amendment, the vesting of 1,666,500 restricted shares, of a total of 5,000,000 restricted shares that were granted on June 18, 2012, was extended from June 18, 2014 to March 14, 2015. 1,666,500 shares had previously vested in March 2014 and the vesting schedule for the remaining 1,667,000 shares vesting on June 18, 2015 remains unchanged. |
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During the nine months ended September 30, 2014, the Company recorded stock-based compensation expense in connection with restricted stock awards of $2,022,747. During the nine months ended September 30, 2014, the Company reversed $76,007 of previously recognized compensation cost related to restricted stock awards that did not vest due to the holder’s termination of employment. At September 30, 2014, there was a total of $1,420,214 unrecognized compensation expense in connection with restricted stock awards. |
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Common Stock Options |
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A summary of the Company’s outstanding stock options as of September 30, 2014 and changes during the period then ended is presented below: |
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| | | | | | | Weighted | |
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| | | | | Average | | Contractual | |
| | Number of | | Exercise | | Life | |
| | Options | | Price | | (Years) | |
Balance at December 31, 2013 | | | 32,900,000 | | $ | 0.4 | | | 8.18 | |
Granted | | | — | | | — | | | — | |
Exercised | | | — | | | — | | | — | |
Forfeited | | | -300,000 | | | 0.34 | | | 7.97 | |
Cancelled | | | — | | | — | | | — | |
Balance at September 30, 2014 | | | 32,600,000 | | | 0.4 | | | 7.43 | |
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Options exercisable at end of period | | | 31,775 000 | | $ | 0.4 | | | | |
Options expected to vest through December 31, 2014 | | | 825,000 | | | | | | | |
Weighted average fair value of options granted during the period | | | | | $ | — | | | | |
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At September 30, 2014 there was no intrinsic value for the stock options outstanding in the above table. |
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During the nine months ended September 30, 2014, the Company recorded stock based compensation expense related to options of $70,593. During the nine months ended September 30, 2014, the Company reversed $16,670 of previously recognized compensation cost related to stock option awards that did not vest due to the holder’s termination of employment. At September 30, 2014, there was a total of $22,170 of unrecognized compensation expense related to non-vested options. |
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Common Stock Warrants |
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A summary of the Company’s outstanding stock warrants as of September 30, 2014 and changes during the period then ended are presented below: |
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| | | | | | Weighted | | |
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| | | | Weighted | Remaining | | |
| | | | Average | Contractual | | |
| | Number of | | Exercise | Life | | |
| | Warrants | | Price | (Years) | | |
Balance at December 31, 2013 | | 26,244,621 | | $ | 0.45 | | | 2.22 | | |
Granted | | 16,809,922 | | | 0.43 | | | 2.5 | | |
Cancelled | | — | | | — | | | — | | |
Forfeited | | -5,000,000 | | | 0.6 | | | — | | |
Exercised | | — | | | — | | | — | | |
Balance at September 30, 2014 | | 38,054,543 | | $ | 0.43 | | | 2.08 | | |
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Warrants exercisable at September 30, 2014 | | 38,054,543 | | $ | 0.43 | | | 2.08 | | |
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Weighted average fair value of warrants granted during the period | | | | $ | 0.43 | | | | | |
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Treasury Stock |
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The Company accounts for treasury stock under the cost method. On December 16, 2013, the Company reacquired 127,015 shares of its common stock from certain employees of the Company. Additionally, between February 2014 and March 2014, the Company reacquired 492,513 shares of its common stock from certain employees of the Company. The reacquisition by the Company of its common stock is the result of certain employees electing to surrender shares in order to satisfy their minimum applicable withholding obligation due to the vesting of restricted stock awards. The Company recorded charges of $44,455 and $181,421, respectively, in connection with the 2013 and 2014 stock surrenders. In July 2014, 400,000 unvested restricted stock awards were returned to treasury stock as a result of an employee termination. The value of the treasury stock is reflected separately as a deduction from stockholders’ equity. As of September 30, 2014, there were 1,019,528 of treasury shares valued at $225,876. |
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